will be one of the judges at Regionals, along with Josh Groban, Olivia Newton-John, and local news anchor Rod Remington (Bill A. Jones), the glee club members worry that New Directions will soon be disbanded. Principal Figgins (Iqbal Theba) stands by his requirement that glee club must place at Regionals to continue, despite director Will Schuester's (Matthew Morrison) protestation that Sue is attempting to sabotage them. Will turns to guidance counselor Emma Pillsbury (Jayma Mays), who reveals that she has begun dating her dentist, Carl Howell. Rachel (Lea Michele) kisses Finn (Cory Monteith) when he encourages her to be more optimistic. At Regionals, Aural Intensity is first to perform, singing a mash-up of "Magic" by Olivia Newton-John and "You Raise Me Up" by Josh Groban. Will gives New Directions a pep talk, and Finn professes his love for Rachel just before going on stage. The club pays tribute to Journey, performing "Faithfully", a mash-up of "Any Way You Want It" and "Lovin', Touchin', Squeezin', and "Don't Stop Believin'. Quinn's (Dianna Agron) mother, Judy Fabray (Charlotte Ross), comes to watch Quinn perform. She tells Quinn that she kicked her father out of the house after she found out he was having an affair and invites Quinn to come back home. Quinn informs her that her water has broken, and is rushed to the hospital, where she gives birth to a girl. While the other New Directions members accompany Quinn to the hospital, Rachel stays at Regionals to watch Vocal Adrenaline's performance of "Bohemian Rhapsody". She asks their coach, her biological mother Shelby Corcoran (Idina Menzel), to help coach New Directions, but Shelby tells Rachel that she's tired of coaching glee clubs, and is stepping down as Vocal Adrenaline's coach to settle down and start a family. Shelby adopts Quinn's baby, whom she names Beth at Puck's (Mark Salling) request. During the pre-vote discussion, the other celebrity judges insult Sue for her lack of fame. Aural Intensity is named runner-up, and Vocal Adrenaline wins, with New Directions coming in last. Emma argues with Figgins about the club's future, but he remains intent on disbanding it, since it failed to place. Will has accepted their loss, and professes his love for Emma and kisses her. Sue overhears New Directions' performance of "To Sir With Love" in appreciation of all that Will has done to help them grow. It is revealed that Sue voted